Rule 424(b)(3)
33-62727
SUPPLEMENT NUMBER 5 DATED JULY 25, 1997
TO PROSPECTUS DATED SEPTEMBER 26, 1995
READING & BATES CORPORATION
Common Stock
The Prospectus dated September 26, 1995 is hereby supplemented by the
addition of the following information under the caption "SELLING
STOCKHOLDERS" therein.
Set forth below are the names of each Selling Stockholder, the number
of shares of Common Stock owned as of July 25, 1997 by each Selling
Stockholder, the number of Shares which may be offered by each Selling
Stockholder, the number of shares of Common Stock to be owned by each
Selling Stockholder upon completion of the offering contemplated hereby and
the percentage of total shares of Common Stock outstanding owned by each
Selling Stockholder upon completion of the offering contemplated hereby.
Percent
of total
Number of Number of shares
shares which shares outstanding
Number may be offered owned if owned upon
Selling shares pursuant to all shares completion
Stockholder owned(1) this Prospectus are sold (1)(2) of offering
- ------------- -------- --------------- --------------- -----------
Greenwing Investments,
Inc. (3) 1,733 1,733 0 *
Knights of Columbus 59,857 32,000 27,857 *
Chemical Investments,
Inc. (3) 547,309 547,309 0 *
Workships Intermediaries,
N.V. (3) 303,168 303,168 0 *
------- ------- ------ --
Total: 912,067 884,210 27,857 *
======= ======= ====== ==
_______________________
* Less than one percent
(1) Includes shares of Common Stock as to which such Selling Stockholder
is the "beneficial owner" as defined in Rule 13d-3 under the Exchange
Act, except that (i) shares of Common Stock which may be deemed,
pursuant to such Rule, to be beneficially owned by more than one
Selling Stockholder are included only for the Selling Stockholder
which may currently offer and sell such Shares pursuant to the
Registration Statements and (ii) securities, if any, that may be held
by a Selling Stockholder or its affiliates in investment accounts,
trust accounts, custody accounts or other similar fiduciary capacities
are excluded from the above table.
(2) Assumes no other acquisition of shares of Common Stock after the date
of this Prospectus.
(3) Based upon information contained in a Schedule 13D, as amended as of
March 7, 1995, which was filed by BCL Investment Partners, L.P.
("BCL") and the other reporting persons (the "Reporting Persons")
named therein, and upon certain other information available to the
Company, effective November 14, 1994, the partners of BCL voted to
dissolve BCL, and BCL distributed to its partners substantially all of
its assets, including 60,250 shares of Common Stock held by it. In
addition, BCL conveyed 20,000 shares of Common Stock of the Company to
Greenwing Investments, Inc. ("Greenwing"), to be held in trust to
satisfy liabilities of BCL; however, according to information
available to the Company, all but 1,733 shares have been sold. To the
extent any such shares remain after Greenwing determines that all
liabilities of BCL have been discharged or provided for, such
remaining shares will be distributed to the former partners of BCL in
proportion to their ownership interests in BCL. The Schedule 13D
states that as a result of such distribution and dissolution, BCL no
longer holds any shares of Common Stock in its name and the Reporting
Persons ceased to constitute or act as a group with respect to their
ownership of shares of Common Stock. Based upon the Schedule 13D and
other information available to the Company, the Company believes that
Dr. Macko Laqueur (a director of the Company) controls Workship
Intermediaries, N.V. and Paul B. Loyd, Jr., the Company's chairman and
chief executive officer, controls Greenwing. Chemical Investment,
Inc. is an indirect wholly-owned subsidiary of Chemical Banking
Corporation. Mr. Arnold L. Chavkin (a director of the Company) is
president of the Chemical Banking Corporation affiliate which controls
Chemical Investments, Inc.
